The Governance Committee (the “Committee") is a committee of the Corporation’s Board of Directors (“Board”) established to: (i) ensure that the Corporation’s Board, as well as individual Board members, has the skills and competencies necessary to perform at the highest level; (ii) support the Board in fulfilling its responsibility to identify persons for election as officers, directors, and Honorary Life Members; and (iii) ensure the Board understands how governance, as related to the Environmental, Social, and Governance (ESG) organizational strategy, supports business outcomes that link to the Corporation’s organizational commitment to health equity, while also providing support and advice on the ESG organizational strategy.
The Committee is chaired by a Board member appointed by the Chair of the Board and the Committee shall have at least three (3) members at all times. All members of the Committee shall be voting members of the Board. Committee members serve one-year terms beginning January 1st and ending December
31st of that same year or until the new Committee is appointed by the Chair of the Board.
A sub-committee shall be appointed each year to manage the nominating responsibilities set forth below. Sub-committee membership, including the sub-committee chair, shall be determined by the Chair of the Governance Committee, in consultation with the Chair of the Board, and approved by the Board.
A sub-committee shall be appointed each year to carry out the Committee’s work around the ESG organizational strategy. Sub-committee membership shall be determined by the Committee Chair, in consultation with the Board Chair, and shall be approved by the Board.
Committee and sub-committee membership is restricted to Board members but as needed, external expert ad-hoc individuals may be invited to Committee meetings or workgroups. by the Chair of the Committee to assist with its work. Ad-hoc members are advisory only and are not considered voting Committee members.
A. Corporate Governance
The Committee will:
The Committee will:
C. Environmental, Social, and Governance
The ESG sub-committee will:
The Committee will meet at least annually and as often as its chair or a majority of its members deems necessary or appropriate, either in person, telephonically or electronically, and at such times, places, and manner as its chair and chair’s staff may determine. Deliverables, budget, and alternative meeting methods should be included in the decision-making process. The chair and chair’s staff will develop an agenda in advance of each meeting and communicate meeting details to Committee members in a timely fashion.
As necessary, the Committee will meet in a joint session with other committees regarding items of concern to both committees.
The Committee will produce a written report at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a full report of Committee discussions with documented recommendations and decisions. These reports will be completed no more than three weeks following the meeting and forwarded to the Committee membership and the Office of the General Counsel for proper filing. All committee reports, to the extent not confidential, will be posted on the ACS, Inc. Board Portal so all Board members have access to the reports.
At least every two years the Committee will conduct a performance evaluation to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.